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Question 1
George is a director of Washington Corporation. Which of the following describes George's position with regards to Washington?
Correct
Incorrect!
Correct
Incorrect!
Correct Directors are considered fiduciaries of the company for whom they work. The reasoning behind this is that the shareholders, who have ultimate ownership of the firm, have elected the directors to act as their agent in managing the company (which makes answer A look good). However, the nature of this agency is such that the directors have very specific duties that they must comply with in order to avoid liability for their actions. Thus, the answer that directors are fiduciaries ' protecting the company, and thereby, its shareholders ' is the best response to this question.
Incorrect! Directors are considered fiduciaries of the company for whom they work. The reasoning behind this is that the shareholders, who have ultimate ownership of the firm, have elected the directors to act as their agent in managing the company (which makes answer A look good). However, the nature of this agency is such that the directors have very specific duties that they must comply with in order to avoid liability for their actions. Thus, the answer that directors are fiduciaries ' protecting the company, and thereby, its shareholders ' is the best response to this question.
Correct
Incorrect!
Question 2
Bob is a city councilman and board member of Xault, Co. Bob, while acting in his capacity for the city, learns that a division of Xault is about to purchase a fairly sizeable tract of land in his town including a small piece of property that Bob owns and placed up for sale two years ago. Bob does nothing in either of his jobs to help promote that his land be purchased in the company's deal except to vote that the deal go forward. Subsequently, the land is purchased by Xault, and a shareholder sues the firm for wasting assets after the firm discovers that the property adjacent to the one that Bob owned that was included in the purchase, had a major environmental liability attached. In this situation, can Bob expect to face personal liability?
Correct
Incorrect!
Correct
Incorrect!
Correct
Incorrect!
Correct In any situation where a company's director is interested in the outcome of a transaction, he is required to disclose his interest to the firm. If disclosure is impossible, then the least that the director should do is abstain from voting on the transaction. In the case above, there is the possible mitigating circumstance that Bob learned of the company's deal through his job with the city and not the company. However, it is unlikely that such a coincidence would convince a court to release a director from liability in a case where he could easily have disclosed.
Incorrect! In any situation where a company's director is interested in the outcome of a transaction, he is required to disclose his interest to the firm. If disclosure is impossible, then the least that the director should do is abstain from voting on the transaction. In the case above, there is the possible mitigating circumstance that Bob learned of the company's deal through his job with the city and not the company. However, it is unlikely that such a coincidence would convince a court to release a director from liability in a case where he could easily have disclosed.
Question 3
Terry is on the boards of two companies that compete in the aftershave market. Terry fails to disclose this conflict or to step down from either of the boards. If Terry's acts are discovered and he is sued for violating his fiduciary duties, under what theory is the suit likely to be filed?
Correct
Incorrect!
Correct
Incorrect!
Correct As part of the Duty of Loyalty, a corporate director is obligated to act in a fashion that shows his unswerving dedication to the company with whom he is employed. Here, Terry is, in effect, competing one of the firms against the other. Regardless of whether or not Terry is shifting information between the firms, simply by being on the boards of both companies at the same time, a court will imply that he is violating his fiduciary duties.
Incorrect! As part of the Duty of Loyalty, a corporate director is obligated to act in a fashion that shows his unswerving dedication to the company with whom he is employed. Here, Terry is, in effect, competing one of the firms against the other. Regardless of whether or not Terry is shifting information between the firms, simply by being on the boards of both companies at the same time, a court will imply that he is violating his fiduciary duties.
Correct
Incorrect!
Question 4
Harold is a director of XO Co. In this capacity, he sold the company a piece of property that he owned. Because of his position, he sold the company for an amount slightly higher than he would have received on the open market. It turned out, however, that the property appreciated a great deal and the company sold it five years later for a significant gain. Is Harold liable for any act in the transaction?
Correct
Incorrect!
Correct
Incorrect!
Correct
Incorrect!
Correct Whenever a corporate director enters into a transaction with his company (an interested transaction) he must be able to prove that the transaction meets the standard of 'entire fairness.' This standard, as described by the courts, requires that the fundamental economics of the transaction be fair at the time the transaction was entered into and at all points in the future.
Incorrect! Whenever a corporate director enters into a transaction with his company (an interested transaction) he must be able to prove that the transaction meets the standard of 'entire fairness.' This standard, as described by the courts, requires that the fundamental economics of the transaction be fair at the time the transaction was entered into and at all points in the future.
Question 5
The law of fiduciaries comes to us from the law of:
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Incorrect!
Correct
Incorrect!
Correct The idea behind fiduciaries is not something that was created solely for the business law. Thus, whenever you are in doubt, consider the nature of a corporate manager as between an agent (the manager) and the principal (the shareholders); or if you like, as between a trustee (the manager) and the trust's beneficiary (the shareholders).
Incorrect! The idea behind fiduciaries is not something that was created solely for the business law. Thus, whenever you are in doubt, consider the nature of a corporate manager as between an agent (the manager) and the principal (the shareholders); or if you like, as between a trustee (the manager) and the trust's beneficiary (the shareholders).